Common use of Pledged Securities Clause in Contracts

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Trustee shall have given notice to the relevant Grantor of the Collateral Trustee’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give Collateral Trustee’s discretion without notice of its intent to exercise such rights but in each case subject to the relevant Grantor or Grantorsterms of the Intercreditor Agreement, (i) the Mortgage Notes Indenture Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with the order set forth in Section 6.6Collateral Trust Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Collateral Trustee or its nominee, and the Mortgage Notes Indenture Collateral Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Collateral Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Collateral Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of the Intercreditor Agreement and this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyprohibited by the Intercreditor Agreement, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Collateral Trustee. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall, subject to the Intercreditor Agreement, thereupon become vested in the Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Trustee shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Sections 6.01(7) or 6.01(8) of the Indenture or under paragraphs (g) or (h) of Article VII of the Term Loan Agreement), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, Notes and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, provided however that no vote shall be cast or corporate or other ownership right exercised or other action taken which would could reasonably be expected to impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement, any other Notes Document, the Term Loan Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent, at the direction of the Applicable Authorized Representative, gives notice (or shall give be deemed to have given notice pursuant to Section 6.3(a)) of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, 6.5 and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, complying and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Collateral Agent, to the extent such dividend or payment to the relevant Grantor is prohibited under this Agreement, the Indenture Trusteeor the Term Loan Agreement.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) unless otherwise provided in the Mortgage Notes Indenture Trustee Credit Agreement, the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which (i) would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which any other Secured Party under this Agreement or any other Security Document or the ability of the Secured Parties to exercise the same or (ii) would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Security Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 6.01 of the Indenture shall have occurred and be continuing), subject to applicable gaming laws, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer issuer or Issuers issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) after an Event of Default has occurred and is continuing, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. Upon both (ai) Unless the occurrence and ------------------- during the continuance of an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all either (a) the Loans becoming due and payable at their stated maturity and not paid, (b) the Loans being declared due and payable pursuant to Article X of the Pledged Securities Credit Agreement, or (c) Secured Party giving prior written notice to Pledgor of Secured Party's intent to exercise its rights under Section 6.02: (a) All rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall be registered in the name of the Mortgage Notes Indenture Trustee or its nomineecease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the sole right to exchange at its discretion any receive and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to hold as Collateral such Pledged Securities, dividends and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be promptly paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementconversion, without exchange, subscription or any other rights, privileges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, options pertaining to pay any dividends or other payments with respect to of the Pledged Securities directly as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Mortgage Notes Indenture TrusteePledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. Upon both (ai) Unless the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all either (a) the Loans becoming due and payable at their stated maturity and not paid, (b) the Loans being declared due and payable pursuant to Article VII of the Pledged Securities Credit Agreement, or (c) Secured Party giving prior written notice to Pledgor of Secured Party’s intent to exercise its rights under Section 6.02: (a) All rights of Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall be registered in the name of the Mortgage Notes Indenture Trustee or its nomineecease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the sole right to exchange at its discretion any receive and all of the Pledged Securities upon the mergerhold as Collateral such dividends, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, distributions and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such rightdistributions, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All distributions, dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be promptly paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities pledged Interests or upon the exercise by any such Grantor hereunder (i) issuer or Secured Party of any right, privilege or option pertaining to comply any of the Pledged Interests and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any instruction committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it from it, but Secured Party shall have no duty to exercise any of the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred aforesaid rights, privileges or options and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without shall not be responsible for any other failure to do so or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected delay in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trusteedoing.

Pledged Securities. During the continuance of an Event of Default: (a) Unless an Event All rights of Default shall have occurred and be continuing, each Grantor shall be permitted Pledgor to receive all cash the dividends paid in respect of the Pledged Stock and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall cease, and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party (on behalf of the Lenders), shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary indorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (d) If the issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from is the Mortgage Notes Indenture Trustee in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) unless otherwise expressly permitted hereby, to pay any dividends custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 4.04 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Mortgage Notes Indenture Trusteeexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent, at the direction of the Required Lenders, shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureCredit Agreement, and (ii) to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Indenture, other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral DocumentAgent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Credit Agreement and the other Loan Documents. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent, at the direction of the Required Lenders, shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under clause (i) or (ii) of Section 8.1(f) of the Credit Agreement shall have occurred and be continuing) and subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantors under the ABL Facility Loan Documents and the ABL Intercreditor Agreement, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities shall to be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion at the direction of the Required Lenders any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this paragraph shall cease, and the Grantors shall have the voting and corporate or other organizational rights they would otherwise be entitled to exercise pursuant to the terms of sub-clause (ii) of Section 6.3(a) above and the obligations of the Collateral Agent under the second proviso in Section 6.3(a) shall be in effect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent (or the ABL Collateral Agent, as the case may be) in writing without the consent of such Grantor or any other Person that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) after an Event of Default has occurred and is continuing, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantors under the ABL Facility Loan Documents and the ABL Intercreditor Agreement.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureDIP Credit Agreement, and (ii) to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Indenture, other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral DocumentAgent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Loan Documents and the Orders. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights subject to the relevant Grantor or GrantorsOrders, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Agent shall have the right to cause any or all of the Pledged Securities shall to be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion at the direction of the Required Lenders any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this paragraph shall cease, and the Grantors shall have the voting and corporate or other organizational rights they would otherwise be entitled to exercise pursuant to the terms of sub-clause (ii) of Section 6.3(a) above and the obligations of the Collateral Agent under the second proviso in Section 6.3(a) shall be in effect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing without the consent of such Grantor or any other Person that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) after an Event of Default has occurred and is continuing, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event All Collateral that is Pledged Securities is duly authorized, validly issued, fully paid, and non-assessable (to the extent such concepts are relevant with respect thereto) and the transfer thereof is not subject to any restrictions, other than restrictions imposed by applicable securities and corporate Laws or the organizational documents of Default shall have occurred the Debtors or the Issuers. The Pledged Securities consist of 100% of the Equity Interests of the Issuers owned by the Debtors. Except with respect to Permitted Minority Interests, no other Equity Interests of the Issuers are issued, reserved for issuance or outstanding, and be continuingthere are no other options, each Grantor shall be permitted warrants or other rights presently outstanding to receive all cash dividends paid purchase or otherwise acquire any authorized but unissued or unauthorized Equity Interests of the Issuers. Except as set forth in respect the HNRA OpCo A&R LLC Agreement, none of the Pledged Stock and all payments made in respect of Securities are subject to preemptive rights. To the extent the Pledged NotesSecurities are certificated, in each case paid in the normal course of business of the relevant Issuer, Debtor has delivered to the extent permitted in the Indenture, and to exercise Lender all voting and corporate certificates or other ownership rights with respect to instruments or documents representing or evidencing the Pledged Securities; provided, howevertogether with corresponding assignment or transfer powers duly executed in blank by such Debtor, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent and such powers have been duly and validly executed and are binding and enforceable against such Debtor in accordance with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Documenttheir terms. All Pledged Securities are listed on Schedule II hereto. (b) Subject to applicable provisions of Gaming LawsEach Issuer is duly organized, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securitiescurrently existing, and in connection therewithgood standing in its jurisdiction of organization; there have been no amendments, the right modifications, or supplements to deposit and deliver any and all agreement or certificate creating any of the Pledged Securities with any committeeIssuers, depositaryof which Xxxxxx has not been advised in writing; and no approval or consent of the directors, transfer agent, registrar managers or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer partners of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from of the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and Issuers, as applicable, is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect required as a condition to the Pledged Securities directly to validity and enforceability of the Mortgage Notes Indenture Trusteesecurity interest created hereby or the consummation of the transactions contemplated herein which has not been duly obtained by the Debtors.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingSubject to Section 6.3(b), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuercase, to the extent permitted in the IndentureIndenture and subject to the requirements of Section 5.7 hereof, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Collateral Trustee's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Secured Document. (b) Subject to applicable provisions of Gaming LawsProvided that no First Lien Obligation Period then exists, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Collateral Trustee shall give notice of its intent to exercise such rights pursuant to this Section 6.3(b) to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Mortgage Notes Indenture Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Securities Obligations in the order set forth in Section 6.6as the Collateral Trustee may determine, and and/or (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Collateral Trustee or its nominee, and the Mortgage Notes Indenture Collateral Trustee or its nominee may thereafter during the existence of an Event of Default and provided that no First Lien Obligation Period then exists exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Mortgage Notes Indenture Collateral Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Collateral Trustee may reasonably determine), all without liability except pursuant to account for property actually received by itSection 7.2(a), but the Mortgage Notes Indenture Collateral Trustee shall have no duty to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Pledgor hereby appoints the Collateral Trustee, which appointment shall be exercisable only upon the occurrence and during the continuance of an Event of Default and provided that no First Lien Obligation Period then exists, such Pledgor's true and lawful attorney-in-fact and grants to the Collateral Trustee an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Collateral Trustee reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to, if the Collateral Trustee has exercised its rights under and in accordance with Section 6.3(b), (i) to comply with any instruction received by it from the Mortgage Notes Indenture Collateral Trustee in writing that (x) states that an Event of Default has occurred and is continuing and no First Lien Obligation Period then exists and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Collateral Trustee. (d) If all Events of Default cease to exist, any property, funds or other amounts previously received by the Collateral Trustee pursuant to this Section 6.3 and still held by the Collateral Trustee at the time all Events of Default cease shall be promptly distributed by the Collateral Trustee to the Company.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Stock Securities and (ii) all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, corporate and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Collateral Agent’s judgment, would reasonably be expected to materially impair the Collateral Agent’s rights in the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentSecured Agreement. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), (i) all rights of any Grantor to receive dividends, interest and principal which such Grantor is authorized to receive pursuant to Section 7.01(a) shall cease, and all such rights shall thereupon become vested in the Mortgage Notes Indenture Trustee Collateral Agent, and the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and the Pledged Notes and make application thereof to the Secured Obligations in such order as the order set forth Collateral Agent may determine (and all dividends, payments or other Proceeds which are received by any Grantor contrary to the provisions of this Section 7.01(b) shall be held in Section 6.6trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be immediately delivered to the Collateral Agent in the same form as so received (with any necessary endorsement), and (ii) the Collateral Agent or its nominee may exercise (whether or not the Collateral or any or all of the Pledged Securities shall be registered in Security has been transferred into the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise ) (xA) all voting, corporate or other ownership corporate, consenting and other organizational rights pertaining to such Pledged Securities Security at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or in the absence of any such meeting or otherwise (and each Grantor, upon entry into this Agreement, hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest and hereby constitutes and appoints the Collateral Agent as such Grantor’s proxy with full power, in the same manner, to the same extent and with the same effect as if such Grantor were to do the same, to exercise such rights) and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Security as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. As further assurance of the proxy granted hereby, each Grantor shall from time to time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments as the Collateral Agent shall reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise hereunder. Each Grantor hereby revokes any proxy or proxies heretofore given by such Grantor to any person or persons whatsoever and agrees not to give any other proxies in derogation hereof until this Agreement is no longer in full force and effect as hereinafter provided. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each such Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further action or instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyat any time that an Event of Default exists, comply with any instruction received by it from the Collateral Agent in writing to pay any dividends or other payments with respect to the Pledged Securities and Pledged Notes directly to the Mortgage Notes Indenture TrusteeCollateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right (in its sole and absolute discretion) to register the Pledged Stock in its own name as pledgee, or the name of its nominee (as pledgee) or the name of the applicable Grantor or Issuer, endorsed or assigned in blank or in favor of the Collateral Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingSubject to Section 6.3(b), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuercase, to the extent permitted in the IndentureCredit Agreement and subject to the requirements of Section 5.7 hereof, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights pursuant to this Section 6.3(b) to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6as the Administrative Agent may determine, and and/or (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter during the existence of an Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may reasonably determine), all without liability except pursuant to account for property actually received by itSection 7.2(a), but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Pledgor hereby appoints the Administrative Agent, which appointment shall be exercisable only upon the occurrence and during the continuance of an Event of Default, such Pledgor's true and lawful attorney-in-fact and grants to the Administrative Agent an IRREVOCABLE PROXY to exercise any action contemplated by the immediately preceding sentence in any manner the Administrative Agent reasonably deems advisable for or against all matters submitted or which may be taken by the shareholders. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. (c) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to, if the Administrative Agent has exercised its rights under and in accordance with Section 6.3(b), (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) If all Events of Default cease to exist, any property, funds or other amounts previously received by the Administrative Agent pursuant to this Section 6.3 and still held by the Administrative Agent at the time all Events of Default cease shall be promptly distributed by the Administrative Agent to the Borrower.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureTerm Loan Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureTerm Loan Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.6Administrative Agent may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Secured Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, during the pendancy of such Event of Default, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in accordance with Section 5(c) of the order set forth Swap Intercreditor Agreement (or, if the Swap Intercreditor Agreement has terminated in accordance with its terms, Section 6.610.02(c) of the Credit Agreement), and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the pendancy of such Event of Default exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, 6.6 and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event The Grantor delivers to and deposits with the Lender all security or other certificates evidencing the Pledged Securities held by the Grantor together with all other necessary documents and effective endorsements to enable the Lender or its agent or nominee, as the Lender may direct, to be registered as the owner of Default shall have occurred and to transfer or sell or cause to be continuingtransferred or sold the Pledged Securities upon any enforcement of the Lender’s rights and remedies. If the Grantor acquires any security certificates evidencing the Pledged Securities held by the Grantor after the date of this Agreement, each the Grantor shall as soon as practicable deliver and deposit all such security certificates to the Lender, its agent or nominee, together with all other necessary documents and effective endorsements to enable the Lender or its agent or nominee to be permitted registered as the owner of and to receive all cash dividends paid in respect transfer or sell or cause to be transferred or sold such Pledged Securities upon any enforcement of the Pledged Stock Lender’s rights and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to remedies. To the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be are uncertificated securities registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee Grantor or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitationagent, the right to exchange at its discretion any and all Grantor shall immediately: (a) cause the issuer of the Pledged Securities upon to register the mergerLender or its agent or nominee, consolidationas the Lender may direct, reorganization, recapitalization or other fundamental change in as the corporate or other structure registered owner of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith; or (b) deliver to the Lender an irrevocable agreement of the issuer of such Pledged Securities satisfactory to the Lender that the issuer will comply with instructions that are originated by the Lender without the further consent of the Grantor. Notwithstanding the foregoing, the right to deposit Lender may, at its sole and deliver any and all of unfettered discretion, require that the Pledged Securities with be registered at any committee, depositary, transfer agent, registrar time in the name of the Lender or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee it may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdirect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) unless otherwise provided in the Mortgage Notes Indenture Trustee Credit Agreement, the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.66.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Administrative Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying. (d) Notwithstanding any other provision of this Agreement, none of the rights and remedies granted by a Grantor to the Administrative Agent herein in respect of any Pledged NSULC Shares (other than the grant of the security interest) shall be exercisable or otherwise vest in the Administrative Agent, the Canadian Administrative Agent or any Lender hereunder and such Grantor shall remain the legal and beneficial owner of such Pledged NSULC Shares and shall retain all of the incidents of such ownership until (i) an Event of Default has occurred and (ii) unless otherwise expressly permitted hereby, the Administrative Agent has given notice to pay such Grantor of such Event of Default and its intention to exercise such rights and remedies in respect of such Pledged NSULC Shares. Nothing herein shall be construed to subject the Administrative Agent or any dividends Lender hereunder to liability as a member or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trusteeowner of shares of a Nova Scotia unlimited company.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which (i) would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which any other Secured Party under this Agreement or any other Security Document or the ability of the Secured Parties to exercise the same or (ii) would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Security Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 6.01 of the Indenture shall have occurred and be continuing), (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer issuer or Issuers issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) after an Event of Default has occurred and is continuing, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion, without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 2.12(d) of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent upon request by Administrative Agent during the existence of an Event of Default. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid made in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or cast, and no corporate or other ownership right shall be exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Note Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid made in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.65.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default: (a) Unless an Event All dividends and interest payments that are received by Pledgor contrary to the provisions of Default shall have occurred and be continuing, each Grantor this Pledge Agreement shall be permitted received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid Secured Party as Collateral in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights same form as so received (with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Documentnecessary indorsement). (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to Secured Party may exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Securities as if it were the absolute owner thereof (includingthereof, including without limitation, the right to exchange at its discretion discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure readjustment of any Issuer, issuer of such Pledged Securities or upon the exercise by any Grantor such issuer or the Mortgage Notes Indenture Trustee Secured Party of any right, privilege or option pertaining to such any of the Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee it may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes At the option of Secured Party and instructs each Issuer upon written notification thereof to Pledgor, all rights of any Pledged Securities pledged by such Grantor hereunder (i) Pledgor to comply with any instruction received by it from exercise the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred voting and is continuing and (y) is other consensual rights which Pledgor would otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, entitled to pay any dividends or other payments exercise pursuant to SECTION 3.10 with respect to the Pledged Securities directly shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Mortgage Notes Indenture Trusteeexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends dividends, payments or other Proceeds paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Securities to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral DocumentStock. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give continuing, upon written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) unless otherwise provided in the Mortgage Notes Indenture Trustee Credit Agreement, the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 6.6 and all such dividends, payments and other Proceeds shall be held in trust for the order set forth in Section 6.6, Collateral Agent until such time of receipt and (ii) the Collateral Agent shall have the right to have any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nomineenominee (whether or not such Pledged Securities have been so registered), and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter immediately exercise (x) all voting, corporate or other ownership and other rights pertaining to any such Pledged Securities Stock at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other consent or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a1) Unless an Debtor shall cause the Pledged Securities to constitute at all times, with respect to each Issuer, all of the shares of each class of capital stock of each such Issuer then owned by Debtor. (2) So long as no Event of Default shall have occurred and be continuing, each Grantor Debtor shall be permitted to receive all cash dividends paid in respect of have the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and right to exercise all voting voting, consensual, partnership, managerial and corporate or membership rights and powers and other powers of ownership rights with respect pertaining to the Pledged SecuritiesSecurities (collectively, the "Voting Powers") for all purposes not inconsistent with the terms of this Agreement, the other Financing Documents or any other instrument or agreement referred to herein or therein; provided, however, that Debtor agrees that no vote shall be cast or corporate or other ownership right exercised or other action taken which would materially impair the Collateral Pledged Securities (other than pursuant to a transaction expressly permitted under the Purchase Agreement) or which would be inconsistent with or result in any violation of any provision of the Indenture, any of this Agreement or any other Collateral Financing Document. (b) Subject . Secured Party shall execute and deliver to applicable provisions Debtor or cause to be executed and delivered to Debtor all such proxies, powers of Gaming Lawsattorney, if dividend and other orders, and all such instruments, in each case without recourse or warranty, as Debtor may reasonably request for the purpose of enabling the Debtor to exercise the Voting Powers that they are entitled to exercise pursuant to this Section 4.04(a)(2). Upon the occurrence and during the continuance of an Event of Default shall occur Default, at Secured Party's sole and absolute option and following written notice from Secured Party to the Debtor (such written notice to be continuing effective immediately upon the giving thereof as provided below) all rights of Debtor to exercise the Voting Powers they are entitled to exercise pursuant to this Section 4.04(a)(2), and the Mortgage Notes Indenture Trustee obligations of Secured Party under this Section 4.04(a)(2), shall give notice of its intent cease, and all such Voting Powers shall thereupon become transferred to and vested in Secured Party, which shall have the sole and exclusive right and authority to exercise such rights to the relevant Grantor or GrantorsVoting Powers, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to Secured Party or, at its discretion Secured Party's option, to Secured Party's nominee. Notwithstanding any other term or condition contained herein, Secured Party may not exercise 11 -11- any of the rights or powers described herein with respect to the ownership, sale or voting of the Pledged Securities, including the foreclosure upon or sale of the Pledged Securities, unless and until the Secured Party (and, in the case of a sale of the Pledged Securities, the purchaser thereof) has complied with the filing requirements of all applicable laws regulating the acquisition of voting securities or control of an insurance company or health maintenance organization, and the acquisition of the Pledged Securities upon or control of the mergerIssuer thereof by the Secured Party hereunder (or by the purchaser in any such sale) has been duly approved in accordance with all such laws. (3) Subject to Section 4.04(a)(4) below, consolidationDebtor shall be entitled to receive and retain any dividends or distributions on the Pledged Securities to the extent that the payment of such dividends is permitted by the Purchase Agreement. (4) If any Event of Default shall have occurred, reorganizationthen so long as such Event of Default shall continue, recapitalization and whether or not Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other fundamental change in relief or remedy available to it under applicable law or under this Agreement, the corporate Purchase Agreement, the Notes or any other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Securities, Securities shall be paid directly to Secured Party and in connection therewith, the right to deposit and deliver any and all retained by it as part of the Pledged Securities with any committeeCollateral, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except subject to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, and, if Secured Party shall so request in writing, Debtor agrees to execute and deliver to Secured Party appropriate additional dividend, distribution and other orders and documents to that end; provided, however, that if such Event of Default is cured, any such dividend or distribution theretofore paid to Secured Party shall (except to the extent theretofore applied to the Secured Obligations) promptly be returned by Secured Party to Debtor, without interest and without recourse or warranty. (5) Secured Party shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of Debtor, endorsed or assigned in blank or in favor of Secured Party. The Debtor shall promptly give to Secured Party copies of any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends notices or other payments communications received by it with respect to Pledged Securities registered in the name of Debtor. Secured Party shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. (6) cured by Secured Party) executed resignations of the officers, directors or representatives of any members committee of each issuer whose securities constitute Pledged Securities in order that Secured Party may elect or appoint the officers, directors or representatives of such members committee of such Issuer. After the occurrence and during the continuance of any such Event of Default, subject to Section 4.04(a)(2), this Section 4.04(a)(6) shall constitute and grant an irrevocable proxy which shall become effective and shall entitle Secured Party, at its election, to vote the Pledged Securities directly upon any and all corporate matters. (7) Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential changes affecting the Pledged Securities (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged Securities), and Debtor agrees that Secured Party shall have no responsibility or liability for informing Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (8) Subject to Section 4.04(a)(2), Secured Party may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Securities or any part thereof, into its or its nominee's name, without any indication that such Pledged Securities are subject to the Mortgage Notes Indenture Trusteesecurity interest hereunder.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 10.02(c) of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions Upon (i) the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and (ii) delivery of written notice by the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights Collateral Agent to the relevant Grantor or GrantorsCompany, with a copy to the issuer of equity interests owned by any Grantor, directing the Grantors to refrain from voting those equity interests, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 10.02 of the order set forth in Section 6.6Indenture, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Company of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. Upon the occurrence and during the continuance of an Event of Default: (a) Unless an Event All rights of Default shall have occurred and be continuing, each Grantor shall be permitted Pledgor to receive all cash dividends paid in respect of the Pledged Stock property which it would otherwise be authorized to receive and retain pursuant to Section 4.02 hereof shall cease, and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to hold as Collateral such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itproperty, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option property and shall not be responsible for any failure to do so or delay in so doing. (b) All property which is received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Pledged Entities or upon the exercise by the Pledged Entities or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it from it, but Secured Party shall have no duty to exercise any of the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred aforesaid rights, privileges or options and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without shall not be responsible for any other failure to do so or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected delay in so complying, doing. (d) All rights of Pledgor to exercise the voting and (ii) unless other consensual rights which Pledgor would otherwise expressly permitted hereby, be entitled to pay any dividends or other payments exercise pursuant to Section 4.07 hereof with respect to the Pledged Securities directly issued by the Pledged Entities shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Mortgage Notes Indenture Trusteeexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent (at the direction of the Required Purchasers) shall have given one (1) Business Day’s prior written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Pledged Security Issuer, to the extent permitted in by the IndentureNote Purchase Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give Required Purchasers’ discretion, upon one (1) Business Day’s prior written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) the Mortgage Notes Indenture Trustee Purchasers shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 2.9(d) of the order set forth in Section 6.6Note Purchase Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee (at the direction of the Required Purchasers) may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Pledged Security Issuer or Pledged Security Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Pledged Security Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent (at the direction of the Required Purchasers) may determine), all without liability except to account for property actually received by it, but neither the Mortgage Notes Indenture Trustee Collateral Agent nor the Purchasers shall have no any duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Pledged Security Issuer of any Pledged Securities pledged by such Grantor hereunder (iand each Pledged Security Issuer party hereto hereby agrees) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xincluding any instruction to pay any dividends or other payments with respect to such Pledged Securities directly to the Purchasers or the Collateral Agent, as applicable), in each case, (i) states that after an Event of Default has occurred and is continuing and (yso long as the Purchasers have complied with the notice provisions of subsection (b) above) (ii) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Pledged Security Issuer shall be fully protected in so complying. (d) After the occurrence and during the continuance of an Event of Default, and (ii) unless otherwise expressly permitted herebyupon notice to the relevant Grantor, to pay if the Pledged Security Issuer of any dividends Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities directly issued by such Pledged Security Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights (at the Mortgage Notes Indenture Trusteedirection of the Required Purchasers), but neither the Collateral Agent nor the Purchasers shall have any duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless the automatic stay imposed by section 362 of the Bankruptcy Code is vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of Default and the Collateral Agent shall have occurred and be continuinggiven written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, Notes and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, provided however that no vote shall be cast or corporate or other ownership right exercised or other action taken which would could reasonably be expected to impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement, [the Indenture, this Financing Orders,] the Credit Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions If the automatic stay imposed by section 362 of Gaming Laws, if the Bankruptcy Code has been vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give Collateral Agent, at the direction of the Administrative Agent, gives notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, 6.5 and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that the automatic stay imposed by section 362 of the Bankruptcy Code has been vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, complying and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent, to the extent such dividend or payment to the relevant Grantor is prohibited under this Agreement or the Credit Agreement.

Pledged Securities. (a) Unless an Event Annexed hereto as Schedule 3.22 is a correct and complete list as of Default the date hereof, of all the Pledged Securities hereunder showing, as to each, the entity whose stock or other Equity Interests are being pledged, the Pledgor of such stock or other Equity Interests, the stock certificate number (as applicable), the number of shares or amount of the capital stock or other Equity Interests being pledged hereunder, the name and address of each Person (if any) other than a Pledgor which holds any Equity Interest issued by each such entity, and the number of shares or amount of Equity Interests held by each such other person. Each Pledgor (i) is the legal and beneficial owner of, and has sole right, title and interest to, the Pledged Securities identified on Schedule 3.22 as being owned by such Pledgor, free and clear of all Liens, security interests or other encumbrances whatsoever, except the security interests created by this Credit Agreement and the other Fundamental Documents and (ii) has sole right and power to pledge, and grant the security interest in, and Lien upon, such Pledged Securities pursuant to this Credit Agreement without the consent of any Person or Governmental Authority whatsoever other than any such consent which shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of been obtained on or before the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral DocumentClosing Date. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect All of the Pledged Securities are duly authorized, validly issued, fully paid and make application thereof to non-assessable. (c) Except for contractual restrictions disclosed on Schedule 3.22 and restrictions created herein or under applicable securities laws and the Obligations in regulations promulgated thereunder, there are no restrictions on the order set forth in Section 6.6transfer of any of the Pledged Securities. Except for restrictions under applicable securities laws and the regulations promulgated thereunder, and (ii) there are no restrictions on the transfer of any or all of the Pledged Securities shall be registered in which would limit the name ability of the Mortgage Notes Indenture Trustee or its nominee, Administrative Agent to foreclose upon and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at dispose of any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the mergeroccurrence of an Event of Default. (d) Except as set forth on Schedule 3.22, consolidationthere are no Equity Interests currently outstanding with respect to, reorganization, recapitalization and no agreements to purchase or otherwise acquire any shares of the capital stock or other fundamental change in the corporate or other structure Equity Interests of, any issuer of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with Securities; and there are no securities or obligations of any committee, depositary, transfer agent, registrar kind convertible into any shares of the capital stock or other designated agency upon such terms and conditions as Equity Interests of any issuer of any of the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingPledged Securities. (ce) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms Article 10 of this AgreementCredit Agreement creates in favor of the Administrative Agent (on behalf of the Secured Parties) a valid, without any other or further instructions from such Grantorbinding and enforceable security interest in, and each Grantor agrees that each Issuer shall be fully protected Lien upon, all right, title and interest of the Pledgor in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly and constitutes a fully perfected first and prior security interest and Lien upon all right, title and interest of the Pledgor in such Pledged Securities subject, as to the Mortgage Notes Indenture Trusteeenforcement of remedies, to applicable bankruptcy, insolvency, reorganization and similar laws affecting creditors’ rights generally and to general principles of equity.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders), each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Stock and all payments or made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the Indenturesame form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair reasonably be expected to materially and adversely affect the Collateral or which would be inconsistent with or result in any violation rights inuring to a holder of any provision Pledged Securities or the rights and remedies of the Indenture, Administrative Agent or the other Secured Parties under this Agreement or any other Collateral Loan Document or the ability of the Secured Parties to exercise the same or which would violate any provision of this Agreement or any other Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give have given written notice to the US Borrower of its the Administrative Agent’s intent to exercise such execute its rights pursuant to this Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the relevant Grantor extent such right is waived or Grantors, revoked in writing by the Required Lenders): (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, interest, principal or other payments or other Proceeds distributions paid in respect of to the Pledged Securities included in the Collateral and make application thereof to the Obligations in the order set forth in accordance with Section 6.66.4, and (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or all any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will promptly following request give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities shall be included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Mortgage Notes Indenture Trustee Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or its nomineeinstruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Mortgage Notes Indenture Trustee or its nominee Administrative Agent may thereafter exercise (x) all votingfrom time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, corporate interest, principal or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders payments or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise distributions received by any Grantor or contrary to the Mortgage Notes Indenture Trustee provisions of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, this Section 6.2(b) shall be held for the right to deposit and deliver any and all benefit of the Pledged Securities Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent promptly following demand in the same form as so received (with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as necessary endorsement reasonably requested by the Mortgage Notes Indenture Trustee may determineAdministrative Agent), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Any notice given by the Administrative Agent to the US Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends or distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership entity rights with respect to the Pledged Securities; provided. Any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any Issuer, howeverany non-cash distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, that no vote unless otherwise subject to a perfected security interest in favor of the Administrative Agent or except as otherwise permitted by the Credit Agreement, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall be cast received by such Grantor, such Grantor shall hold such money or corporate or other ownership right exercised or other action taken which would impair property in trust for the Collateral or which would be inconsistent with or result in any violation of any provision Administrative Agent for the benefit of the IndentureSecured Parties, this Agreement or any segregated from other Collateral Documentfunds of such Grantor, as additional security for the Obligations. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 8.03 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of any Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing. (e) Each Grantor hereby authorizes each Issuer (and shall instruct each Issuer by separate instrument) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b), (c), or (d) or Section

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would (i) adversely affect the validity, perfection and priority of the security interests provided for herein, (ii) materially impair the Collateral or which would (iii) be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in the order set forth in accordance with Section 6.66.5, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent as set forth herein.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Pledgor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.02, each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, consent and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Pledgor that would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentLoan Document or, without the prior consent of the Administrative Agent, enable or permit any Issuer of Pledged Securities to issue any capital stock or to issue any other securities convertible into or granting the right to purchase or exchange for any capital stock of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and Default, upon notice by the Mortgage Notes Indenture Trustee shall give notice Administrative Agent of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Obligations under the Credit Agreement. (d) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of each Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion, without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 2.12(d) of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect All of the Pledged Stock Securities are duly authorized, validly issued, fully paid and all payments made in respect non-assessable, and are owned and held by the Pledgors or TLL (as applicable), free and clear of any Liens, other than those created pursuant to this Credit Agreement or the Pledge Agreement and other Permitted Encumbrances and there are no restrictions on the transfer of the Pledged NotesSecurities other than as a result of this Credit Agreement, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Pledge Agreement or any other Collateral Documentapplicable securities laws and the regulations promulgated thereunder. The Pledged Securities are owned by the Persons specified on Schedules 3.7(a) and (b). (b) Subject Except as set forth on Schedules 3.7(a) and (b), there are no outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to applicable provisions purchase or otherwise acquire, any shares of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments capital stock or other Proceeds paid in respect Equity Interests of any issuer of any of the Pledged Securities Securities; and make application thereof to there are no securities or obligations of any kind convertible into any shares of the Obligations in the order set forth in Section 6.6, and (ii) capital stock or other Equity Interests of any or all issuer of any of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer Article 11 of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance this Credit Agreement together with the terms Pledge Agreement creates in favor of this Agreementthe Administrative Agent (on behalf of the Administrative Agent, without any other or further instructions from such Grantorthe Issuing Bank and the Lenders) a valid, binding and enforceable security interest in, and each Grantor agrees that each Issuer shall be fully protected Lien upon, all right, title and interest of the Pledgors in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly and constitutes a fully perfected first and prior security interest and Lien upon all right, title and interest of the Pledgors in such Pledged Securities (provided, that the definitive instruments (if any) representing all Pledged Securities shall have been delivered to the Mortgage Notes Indenture TrusteeAdministrative Agent (and the Administrative Agent has taken possession or control of such Pledged Securities) together (in the case of Pledged Securities comprising capital stock) with appropriate undated stock powers endorsed or executed in blank by the appropriate Pledgor as required under Section 11.1 hereof and Section 2 of the Pledge Agreement).

Pledged Securities. Upon the occurrence and during the continuance of an Event of Default: (a) Unless an Event All dividends and interest payments that are received by Pledgor contrary to the provisions of Default shall have occurred and be continuing, each Grantor this Agreement shall be permitted received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid Secured Party in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights same form as so received (with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Documentnecessary indorsement). (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to Secured Party may exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Securities as if it were the absolute owner thereof (includingthereof, including without limitation, the right to exchange at its discretion discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure readjustment of any Issuer, issuer of such Pledged Securities or upon the exercise by any Grantor such issuer or the Mortgage Notes Indenture Trustee Secured Party of any right, privilege or option pertaining to such any of the Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee it may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes At the option of Secured Party and instructs each Issuer upon written notification thereof to Pledgor, all rights of any Pledged Securities pledged by such Grantor hereunder (iPledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 4.03(g) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Mortgage Notes Indenture Trusteeexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Issuer to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.66.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an So long as no Event of Default shall have occurred and be continuing, each Grantor : (i) The Debtors shall be permitted entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Transaction Documents; provided, however, that the Debtors shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Securities or any part thereof; and provided further that the Debtors shall give the Collateral Agent at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (ii) The Debtors shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote any and all (A) (I) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, (II) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities or (III), cash dividends resulting from transactions outside the ordinary course of business, shall be cast used to prepay first the 2004 Notes, then the 2003 Notes, then the 2002 Notes (on a pro rata basis based on the Principal Amount (as defined in the 2004 Notes, 2003 Notes and 2002 Notes, as applicable) outstanding on each such Note), or (B) dividends and interest paid or corporate payable other than in cash in respect of, and instruments and other property received, receivable or other ownership right exercised otherwise distributed in respect of, or other action taken which would impair in exchange for, any Pledged Securities shall be, and shall be forthwith delivered to the Collateral or which would Agent to hold as, Collateral and shall, if received by the Debtors, be inconsistent with or result received in any violation of any provision trust for the benefit of the IndentureSecured Parties, be segregated from the other property or funds of the Debtors and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). The Debtors, promptly upon the request of the Collateral Agent, shall execute such documents and do such acts as may be necessary or desirable in the reasonable judgment of the Collateral Agent to give effect to this Agreement Section 7(a)(ii). (iii) The Debtors shall deliver to the Collateral Agent any distribution consisting of Subsidiary Securities or any Further Securities immediately upon receipt, together with executed stock powers and corporate resolutions authorizing the transfer of title of such shares after an Event of Default pursuant to the terms of this Security Agreement. (iv) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Debtors all such proxies and other Collateral Documentinstruments as Debtors may reasonably request for the purpose of enabling the Debtors to exercise the voting and other rights that it is entitled to exercise pursuant to clause (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to clause (ii) above. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, Default: (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect All rights of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise Debtors (x) all voting, corporate to exercise or other ownership refrain from exercising the voting and other consensual rights pertaining that it would otherwise be entitled to such Pledged Securities at any meeting of shareholders or other equity holders of exercise pursuant to Section 7(a)(i) shall, upon notice to Debtors by the relevant Issuer or Issuers or otherwise Secured Parties, cease and (y) any to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and all such rights of conversionshall thereupon become vested in the Collateral Agent, exchange which shall thereupon have the sole right to exercise or refrain from exercising such voting and subscription other consensual rights and any other rights, privileges or options pertaining to such receive and hold as Pledged Securities as if it were such dividends, interest payments and other distributions. For the absolute owner thereof (including, without limitationavoidance of doubt, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Collateral Agent is hereby granted an irrevocable proxy coupled with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor an interest to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments all voting power with respect to the Pledged Subsidiary Securities directly and/or the Further Securities, effective upon the occurrence of an Event of Default. (ii) All dividends, interest payments and other distributions that are received by the Debtors contrary to the Mortgage Notes Indenture Trusteeprovisions of clause (i) of this Section 7(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of Debtors and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

Pledged Securities. Upon the occurrence and during the continuance of an Event of Default: (a) Unless an Event All rights of Default shall have occurred and be continuing, each Grantor shall be permitted Pledgor to receive all cash the dividends paid in respect of the Pledged Stock and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall cease, and all payments made in respect of the Pledged Notes, in each case paid such rights shall thereupon become vested in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote Collateral Agent who shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All dividends and interest payments that are received by Pledgor contrary to the provisions of this Section 6.05 shall be received in trust for the benefit of the Collateral Agent on behalf of the Secured Parties, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsement). (c) Each Grantor hereby authorizes The Collateral Agent may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (d) If the issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from is the Mortgage Notes Indenture Trustee in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) unless otherwise expressly permitted hereby, to pay any dividends custodianship or other payments proceedings under the supervision of any court or governmental agency or instrumentality, then all rights of Pledgor to exercise the voting and other consensual rights that Pledgor would otherwise be entitled to exercise pursuant to Section 4.09 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Mortgage Notes Indenture TrusteeCollateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each If such Grantor shall be permitted become entitled to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or shall receive any stock or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof certificate (including, without limitation, the right to exchange at its discretion any and all certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or upon in exchange for, any shares of or other ownership interests in the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. (b) In the event any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof elects or otherwise takes any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC, such Grantor shall promptly (and in connection therewith, any event within 30 days thereof) take all steps necessary to establish the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAdministrative Agent’s “control” thereof. (c) Each In the case of each Grantor hereby authorizes and instructs each which is an Issuer, such Issuer of any Pledged Securities pledged by such Grantor hereunder agrees that (i) to comply with any instruction received it will be bound by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay it will notify the Administrative Agent promptly in writing of the occurrence of any dividends or other payments of the events described in Section 5.7(a) with respect to the Pledged Securities directly issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Mortgage Notes Indenture TrusteePledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent for the benefit of the Secured Parties and to the transfer of any Pledged Security to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect All of the Pledged Stock Securities are duly authorized, validly issued, fully paid and all payments made in respect non-assessable, and are owned and held by the Pledgors, as applicable, free and clear of any Liens, other than those created pursuant to this Credit Agreement, the Seer P&A Facility Credit Agreement and the Subordinated Loan Agreement. There are no restrictions on the transfer of the Pledged NotesSecurities other than as a result of this Credit Agreement, in each case paid in the normal course of business of Seer P&A Facility Credit Agreement and the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Subordinated Loan Agreement or Applicable Law, including any other Collateral Documentsecurities laws and the regulations promulgated thereunder. The Pledged Securities are owned by the Persons specified on Schedule 3.7(a). (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, There are no (i) outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to purchase or otherwise acquire, any shares of the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments capital stock or other Proceeds paid in respect Equity Interests of any issuer of any of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6Securities, and or (ii) securities or obligations of any kind convertible into any shares of the capital stock or all other Equity Interests of any issuer of any of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes Article 10 creates in favor of the Administrative Agent (on behalf of the Secured Parties), a valid, binding and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorenforceable security interest in, and each Grantor agrees that each Issuer shall be fully protected Lien upon, all right, title and interest of the Pledgors in so complying, the Pledged Collateral and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect upon delivery to the Pledged Securities directly Administrative Agent of the definitive instruments (if any and subject to the Mortgage Notes Indenture TrusteeSenior Intercreditor Agreement) representing all Pledged Securities, accompanied by undated stock powers (or any comparable document for non-corporate entities to the extent certificated), duly endorsed or executed in blank by the appropriate Pledgor, shall constitute a fully perfected first priority security interest and Lien upon all right, title and interest of the Pledgors in such Pledged Collateral if certificated, prior to all Liens and, if not so certificated, prior to all Liens other than Specified Permitted Encumbrances.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureCredit Agreement, and (ii) to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Indenture, other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral DocumentAgent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Credit Agreement and the other Loan Documents. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under clause (i) or (ii) of Section 8.1(f) of the Credit Agreement shall have occurred and be continuing) and subject to, in the case of Term Facility First Priority Collateral, the rights of the Term Collateral Agent and the obligations of the Grantors under the Term Loan Documents and the ABL Intercreditor Agreement, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities shall to be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this paragraph shall cease, and the Grantors shall have the voting and corporate or other organizational rights they would otherwise be entitled to exercise pursuant to the terms of sub-clause (ii) of Section 6.3(a) above and the obligations of the Collateral Agent under the second proviso in Section 6.3(a) shall be in effect. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent (or the Term Collateral Agent, as the case may be) in writing without the consent of such Grantor or any other Person that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) after an Event of Default has occurred and is continuing, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent, subject to, in the case of Term Facility First Priority Collateral, the rights of the Term Collateral Agent and the obligations of the Grantors under the Term Loan Documents and the ABL Intercreditor Agreement.

Pledged Securities. Upon the occurrence and during the continuance of an Event of Default: (a) Unless an Event All rights of Default shall have occurred and be continuing, each Grantor shall be permitted Pledgor to receive all cash the dividends paid in respect of the Pledged Stock and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall cease, and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be promptly paid over to Secured Party as Collateral in the same form as so received (with any necessary indorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementconversion, without exchange, subscription or any other rights, privileges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, options pertaining to pay any dividends or other payments with respect to of the Pledged Securities directly as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Mortgage Notes Indenture TrusteePledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.04(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, consent and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Grantor that would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentLoan Document or, without the prior consent of the Administrative Agent, enable or permit any Issuer of Pledged Securities to issue any Equity Interests or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and Default, upon notice by the Mortgage Notes Indenture Trustee shall give notice Administrative Agent of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Borrower Obligations under the Credit Agreement. (d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Pledgor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.03(b), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting voting, consent and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Pledgor that would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentLoan Document or, without the prior consent of the Administrative Agent, enable or permit any Issuer of Pledged Securities that is a Restricted Subsidiary to issue any Equity Interests or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and Default, upon notice by the Mortgage Notes Indenture Trustee shall give notice Administrative Agent of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby authorizes grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and instructs each Issuer to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities pledged on the record books of the Issuer thereof) by any other Person (including the Issuer of such Grantor hereunder (iPledged Securities or any officer or agent thereof) to comply with any instruction received by it from upon the Mortgage Notes Indenture Trustee in writing that (x) states that occurrence and during the continuance of an Event of Default has occurred and is continuing which proxy shall only terminate upon the earlier of (x) the waiver of such Event of Default and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.)

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 10.02 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the order set forth Collateral Agent may determine in Section 6.6accordance with the Loan Documents, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Without limiting the foregoing, with respect to the Danish Demand Note and the Danish Pledge Agreement the Collateral Agent shall have the right to exercise all rights and remedies of DPC Investment thereunder if an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, during the pendancy of such Event of Default, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.6Administrative Agent may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter and during the pendancy of such Event of Default exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted in by the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then (A) at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion, without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 8.2 of the order set forth in Section 6.6Credit Agreement, and (ii) the Administrative Agent shall have the right to register any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and (B) upon written notice by the Mortgage Notes Indenture Trustee Administrative Agent to the relevant Grantor, the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyafter an Event of Default has occurred and is continuing, to and after written notice thereof from the Administrative Agent, pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the US Administrative Agent shall have given notice to the relevant Grantor of the US Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.04(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, consent and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Grantor that would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentLoan Document or, without the prior consent of the US Administrative Agent, enable or permit any Issuer of Pledged Securities other than UCLP to issue any Capital Stock or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and Default, upon notice by the Mortgage Notes Indenture Trustee shall give notice US Administrative Agent of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee US Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee US Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee US Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee US Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee US Administrative Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee US Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the US Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the US Administrative Agent all such proxies, dividend payment orders and other instruments as the US Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the US Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Borrower Obligations under the Credit Agreement. (d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee US Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeUS Administrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the US Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the US Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other rights of ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, the Mortgage Notes Indenture Trustee Administrative Agent shall give notice to the relevant Grantor of its intent to exercise such rights to the relevant Grantor or Grantorsrights, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 10.02 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership voting and other rights of ownership pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to at any time that an Event of Default exists, pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each the Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 10.02 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any the Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such the Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which the Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (ai) Unless Each Pledgor hereby covenants and agrees that it will not, except as otherwise not prohibited under the Secured Obligation Documents (A) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of its Pledged Securities; or (B) create, incur, assume or permit to exist, and will defend the Pledged Securities against, and will take such other actions as are necessary to remove, any Lien or claim on or to the Pledged Securities, other than the Liens created hereby and Liens permitted under the Secured Obligation Documents, and will defend the right, title and interest of the Collateral Agent and the Secured Parties in and to any of the Pledged Securities against the claims and demands of any and all Persons. (ii) Provided that there exists no Event of Default and so long as each Pledgor shall be the record owner of its Pledged Securities, such Pledgor shall be entitled, to the extent permitted by applicable law, to exercise voting power and other consensual rights with respect to its Pledged Securities; provided that in no event shall such Pledgor exercise such voting power or consensual rights in any manner contrary to or violative of the terms hereof or with the terms of the Secured Obligation Documents. Upon the occurrence of an Event of Default which is continuing and notice to the applicable Grantor, the Collateral Agent and the Secured Parties shall have those rights specified in Section 8, subject to the receipt of any required Governmental Approvals. (iii) So long as no Event of Default shall have occurred and be continuing, each Grantor Pledgor shall be permitted entitled to receive all cash dividends paid in respect and retain, and to utilize free and clear of the Pledged Stock Lien hereof, any and all payments dividends and distributions made in respect of on the Pledged NotesSecurities, in each case paid in the normal course of business of the relevant Issuer, but only if and to the extent permitted in not prohibited by the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision terms of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall Where the Seller is unable to deliver the certificates or instruments representing the Purchased Securities because the Purchased Securities have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect been pledged as security for bona fide indebtedness of the Pledged Stock and all payments made in respect Seller, the Purchaser may, instead of paying the amount of the Pledged NotesPurchase Price into a special bank account as provided in Section 4.12(d), in each case paid in pay all or a portion of the normal course Purchase Price to the credit of business the Seller to discharge the indebtedness secured thereby and to obtain a release of the relevant Issuer, security interest. Any such payment by the Purchaser shall constitute a complete discharge of the Purchaser’s obligation to pay to the extent permitted in Seller all or the Indenturerelevant portion, and as the case may be, of the Purchase Price. If the Purchaser pays only a portion of the Purchase Price to exercise all voting and corporate or other ownership rights with respect a creditor of the Seller pursuant to this Section 4.12(g), the Purchaser shall be entitled to deposit an amount equal to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision balance of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to Purchase Price into a special bank account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms provisions of Section 4.12(d) and the provisions of Section 4.12(d) shall apply, mutatis mutandis, to the portion of the Purchase Price so deposited. If, following any payment by the Purchaser to a creditor of the Seller pursuant to this AgreementSection 4.12(g), without the balance, if any, of the Purchase Price is either paid to the Seller or deposited in a special bank account as provided in Section 4.10(d), then, from and after the date of the last to occur of such payment and such deposit, and even though the certificates or instruments representing the Purchased Securities may not have been delivered to the Purchaser, the purchase and sale of the Purchased Securities shall be deemed to have been fully completed and all right, title, benefit, and interest, both at law and in equity, in and to the Purchased Securities shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all right, title, benefit, and interest, both at law and in equity, of the Seller or of any transferee, assignee, or any other person claiming any interest, legal or further instructions from such Grantorequitable, and each Grantor agrees that each Issuer therein or thereto through the Seller shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trusteecease.

Pledged Securities. Upon the occurrence and during the continuance of an Event of Default: (a) Unless an Event All rights of Default shall have occurred and be continuing, each Grantor shall be permitted Debtor to receive all cash the dividends paid in respect of the Pledged Stock and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.05 shall cease, and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All dividends and interest payments which are received by Debtor contrary to the provisions of this Section 6.08 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary indorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization, or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege, or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar, or other designated agency upon such terms and conditions as it may reasonably determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges, or options and shall not be responsible for any failure to do so or delay in so doing. (d) If the issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from is the Mortgage Notes Indenture Trustee in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) unless otherwise expressly permitted herebycustodianship, to pay any dividends or other payments proceedings under the supervision of any court or governmental agency or instrumentality, then all rights of Debtor to exercise the voting and other consensual rights which Debtor would otherwise be entitled to exercise pursuant to Section 4.13 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Mortgage Notes Indenture Trusteeexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Trustee shall have given written notice to the relevant Grantor of the Collateral Trustee’s intent to exercise its corresponding rights pursuant to Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an “Event of Default” or similar term under Section 7.1(g) or (h) of the Initial Syndicated Credit Agreement or the corresponding provisions of any First Priority Debt Document, as applicable), each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Stock and all payments or made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted not prohibited by the First Priority Debt Documents; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by such Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the ratable benefit of the First Priority Secured Parties and shall (subject to Section 3.1(d)) be forthwith delivered to the Collateral Trustee in the Indenturesame form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote Grantor shall in any event exercise such rights in any manner that would reasonably be cast or corporate or other ownership right exercised or other action taken which would impair expected to have a Material Adverse Effect. Unless an Event of Default shall have occurred and be continuing, the Collateral or which would be inconsistent with or result in any violation of any provision Trustee shall, upon written request of the Indenturerelevant Grantor and at the relevant Grantor’s sole cost and expense, execute and deliver (or cause to be executed and delivered) to such Grantor all proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to this Agreement or any other Collateral DocumentSection 6.2. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Collateral Trustee shall give have given written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors of the Collateral Trustee’s intent to execute its rights pursuant to this Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an “Event of Default” or similar term under Section 7.1(g) or (h) of the Initial Syndicated Credit Agreement or the corresponding provisions of any First Priority Debt Document, as applicable): (i) the Mortgage Notes Indenture Collateral Trustee shall have the right to receive any and all cash dividends, interest, principal or other payments or other Proceeds distributions paid in respect of to the Pledged Securities included in the Collateral and hold the proceeds thereof in the Collateral Account or make application thereof to the First Priority Secured Obligations in the order set forth in accordance with Section 6.66.4, and (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Trustee which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Collateral Trustee shall have the right, without notice to any Grantor, to transfer all or all any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Trustee, and each Grantor will, upon request, promptly give to the Collateral Trustee copies of any notices or other communications received by it with respect to Pledged Securities shall be included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Mortgage Notes Indenture Collateral Trustee shall have the right at any time, without notice to any Grantor, to exchange any certificates or its nomineeinstruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing and notices have been provided in accordance with this Section 6.2, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Mortgage Notes Indenture Collateral Trustee or its nominee all proxies, dividend payment orders and other instruments as the Collateral Trustee may thereafter exercise (x) all votingfrom time to time reasonably request and each Grantor acknowledges that the Collateral Trustee may utilize the power of attorney set forth herein. All dividends, corporate interest, principal or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders payments or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise distributions received by any Grantor or contrary to the Mortgage Notes Indenture Trustee provisions of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, this Section 6.2(b) shall be held for the right to deposit and deliver any and all benefit of the Pledged Securities Collateral Trustee, on behalf of the First Priority Secured Parties, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Trustee promptly following demand in the same form as so received (with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as necessary endorsement reasonably requested by the Mortgage Notes Indenture Trustee may determineCollateral Trustee), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Any notice given by the Collateral Trustee to the Company or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Collateral Trustee) and without waiving or otherwise affecting the Collateral Trustee’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Collateral Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Collateral Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securitiessuch Investment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property included in the Collateral and make application thereof to the Secured Obligations in the order set forth in accordance with Section 6.66.5, and (ii) any or all of the Pledged Securities such Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities such Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities such Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property included in the Collateral pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise if expressly permitted required hereby, to pay any dividends or other payments with respect to the Pledged Securities such Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.6Administrative Agent may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureNote Purchase Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) unless otherwise provided in the Mortgage Notes Indenture Trustee Note Purchase Agreement, the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Required Holders in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent (at the direction of the Required Purchasers) shall have given one (1) Business Day’s prior written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Pledged Security Issuer, to the extent permitted in by the IndentureNote Purchase Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Lawsthe First Lien/Second Lien Intercreditor Agreement, if an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give Required Purchasers’ discretion, upon one (1) Business Day’s prior written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) the Mortgage Notes Indenture Trustee Purchasers shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 2.9(d) of the order set forth in Section 6.6Note Purchase Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee (at the direction of the Required Purchasers) may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Pledged Security Issuer or Pledged Security Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Pledged Security Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent (at the direction of the Required Purchasers) may determine), all without liability except to account for property actually received by it, but neither the Mortgage Notes Indenture Trustee Collateral Agent nor the Purchasers shall have no any duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Subject to the First Lien/Second Lien Intercreditor Agreement, each Grantor hereby authorizes and instructs each Pledged Security Issuer of any Pledged Securities pledged by such Grantor hereunder (iand each Pledged Security Issuer party hereto hereby agrees) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xincluding any instruction to pay any dividends or other payments with respect to such Pledged Securities directly to the Purchasers or the Collateral Agent, as applicable), in each case, (i) states that after an Event of Default has occurred and is continuing and (yso long as the Purchasers have complied with the notice provisions of subsection (b) above) (ii) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Pledged Security Issuer shall be fully protected in so complying. (d) After the occurrence and during the continuance of an Event of Default, and (ii) unless otherwise expressly permitted herebyupon notice to the relevant Grantor, to pay if the Pledged Security Issuer of any dividends Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities directly issued by such Pledged Security Issuer shall cease, and, subject to the Mortgage Notes Indenture TrusteeFirst Lien/Second Lien Intercreditor Agreement, all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights (at the direction of the Required Purchasers), but neither the Collateral Agent nor the Purchasers shall have any duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion, without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions Upon (x) the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and (y) delivery of written notice by the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights Collateral Agent to the relevant Grantor or GrantorsIssuer, with a copy to the issuer of Equity Interests owned by any Grantor, directing the Grantors to refrain from voting those Equity Interests, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 6.13 of the order set forth in Section 6.6Indenture, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Equity Issuer or Equity Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Equity Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Equity Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Equity Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Equity Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Equity Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Equity Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) (i) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Pledgor (and, to the extent that the Pre-Petition First Lien Administrative Agent is acting as bailee of the Administrative Agent with respect to any applicable Pledged Securities and/or Pledged Notes, give notice to the Pre-Petition First Lien Administrative Agent) of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.02(b), and solely to the extent not prohibited by the Credit Agreement and the other Loan Documents, each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer (other than liquidating or distributing dividends), to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, consent and corporate corporate, partnership or other ownership limited liability rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Pledgor that would impair the Collateral or which would Collateral, be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Document. (b) Subject to applicable provisions Loan Document or, without the prior consent of Gaming Laws, if an Event of Default shall occur and be continuing the Administrative Agent and the Mortgage Notes Indenture Trustee shall give notice Lenders, enable or permit any Issuer of its intent Pledged Securities to exercise such rights issue any Equity Interest or to the relevant Grantor issue any other securities convertible into or Grantors, (i) the Mortgage Notes Indenture Trustee shall have granting the right to receive purchase or exchange for any Equity Interest of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. Each Pledgor and all the Pre-Petition First Lien Administrative Agent agree that, to the extent that any such cash dividends, payments or other Proceeds dividends paid in respect of the Pledged Securities and make application thereof to the Obligations all such payments made in the order set forth in Section 6.6, and (ii) any or all respect of the Pledged Securities Notes shall be registered received by the Pre-Petition First Lien Administrative Agent, such Pre-Petition First Lien Administrative Agent shall, until such dividends or payments are paid to the Administrative Agent, hold such dividends or payments in trust for the name Administrative Agent, segregated from other funds of such Pre-Petition First Lien Administrative Agent, as additional security for the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitationObligations. Furthermore, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor Pre-Petition First Lien Administrative Agent agrees not to exercise any such rightvoting, privilege consent and corporate, partnership or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments limited liability rights with respect to the Pledged Securities directly to in any manner other than as specifically provided by the Mortgage Notes Indenture TrusteeAdministrative Agent in writing.

Pledged Securities. Upon the occurrence and during the ------------------ continuance of an Event of Default: (a) Unless an Event All rights of Default shall have occurred Pledgor to receive the dividends and interest payments which it would otherwise be continuing, each Grantor authorized to receive and retain pursuant to Section 4.2 shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenturesuspended, and the same shall thereupon become payable to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote Secured Party who shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by itinterest payments, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.5 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary indorsement). (c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities pledged or upon the exercise by any such Grantor hereunder (i) issuer or Secured Party of any right, privilege or option pertaining to comply any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any instruction committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it from it, but Secured Party shall have no duty to exercise any of the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred aforesaid rights, privileges or options and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without shall not be responsible for any other failure to do so or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected delay in so complying, doing. (d) All rights of Pledgor to exercise the voting and (ii) unless other consensual rights which Pledgor would otherwise expressly permitted hereby, be entitled to pay any dividends or other payments exercise pursuant to Section 4.9 with respect to the Pledged Securities directly issued by such issuer shall thereupon become exercisable by Secured Party who shall thereupon have the sole right to the Mortgage Notes Indenture Trusteeexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureTerm Loan Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureTerm Loan Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.6Administrative Agent may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an ICA Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent (subject to the terms of the Intercreditor Agreement) shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its rights pursuant to Section 6.3(b) upon receipt by the Collateral Agent of an Act of Instructing Senior Secured Parties directing the Collateral Agent to send a Remedies Notice in connection therewith as provided in the Intercreditor Agreement, and until such time as such Remedies Notice has been rescinded, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenturenot prohibited by any Senior Secured Document, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which that would materially impair the Collateral or which that would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Senior Secured Document. (b) Subject Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to applicable provisions of Gaming Laws, if (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an ICA Event of Default shall occur has occurred and be is continuing upon receipt by the Collateral Agent of an Act of Instructing Senior Secured Parties directing the Collateral Agent to send a Remedies Notice in connection therewith as provided in the Intercreditor Agreement, and until such time as such Remedies Notice has been rescinded and (y) is otherwise in accordance with the terms of this Agreement and the Mortgage Notes Indenture Trustee Intercreditor Agreement, without any other or further instructions from such Grantor and each Grantor agrees that each Issuer shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid be fully protected in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, so complying and (ii) upon delivery of any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nomineenotice to such effect pursuant to Section 6.3(a), and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate pay any dividends or other ownership payments with respect to the Investment Property directly to the Collateral Agent. In order to permit the Collateral Agent to exercise the voting and other consensual rights pertaining which it may be entitled to such Pledged Securities at any meeting of shareholders or exercise pursuant hereto and to receive all dividends and other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining distributions which it may be entitled to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any receive hereunder each Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit shall promptly execute and deliver any (or cause to be executed and delivered) to the Collateral Agent all of the Pledged Securities with any committeeproxies, depositary, transfer agent, registrar or dividend payment orders and other designated agency upon such terms and conditions instruments as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except from time to account for property actually received by it, but time reasonably request and each Grantor acknowledges that the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingCollateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an ICA Event of Default has occurred and is continuing upon receipt by the Collateral Agent of an Act of Instructing Senior Secured Parties directing the Collateral Agent to send a Remedies Notice in connection therewith as provided in the Intercreditor Agreement, and (y) until such time as such Remedies Notice has been rescinded, and is otherwise in accordance with the terms of this Agreement and the Intercreditor Agreement, without any other or further instructions from such Grantor, Grantor and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyupon any such instruction, to pay any dividends or other payments with respect to the Investment Property, including the Pledged Securities Securities, directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an So long as no Event of Default shall have occurred and be continuing, each Grantor : (i) The Debtors shall be permitted entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Transaction Documents; provided, however, that the Debtors shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Securities or any part thereof; and provided further that the Debtors shall give the Collateral Agent at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (ii) The Debtors shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote any and all (A) (I) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, (II) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities or (III), cash dividends resulting from transactions outside the ordinary course of business, shall be cast used to prepay first the 2008 Note and the 2007 Notes on a parri passu basis, and then the 2006 Notes (on a pro rata basis based on the Principal Amount (as defined in the 2008 Note, 2006 Notes, and 2007 Notes, as applicable) outstanding on each such Note), or (B) dividends and interest paid or corporate payable other than in cash in respect of, and instruments and other property received, receivable or other ownership right exercised otherwise distributed in respect of, or other action taken which would impair in exchange for, any Pledged Securities shall be, and shall be forthwith delivered to the Collateral or which would Agent to hold as, Collateral and shall, if received by the Debtors, be inconsistent with or result received in any violation of any provision trust for the benefit of the IndentureSecured Parties, be segregated from the other property or funds of the Debtors and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). The Debtors, promptly upon the request of the Collateral Agent, shall execute such documents and do such acts as may be necessary or desirable in the reasonable judgment of the Collateral Agent to give effect to this Agreement Section 7(a)(ii). (iii) The Debtors shall deliver to the Collateral Agent any distribution consisting of Subsidiary Securities or any Further Securities immediately upon receipt, together with executed stock powers and corporate resolutions authorizing the transfer of title of such shares after an Event of Default pursuant to the terms of this Security Agreement. (iv) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Debtors all such proxies and other Collateral Documentinstruments as Debtors may reasonably request for the purpose of enabling the Debtors to exercise the voting and other rights that it is entitled to exercise pursuant to clause (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to clause (ii) above. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, Default: (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect All rights of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise Debtors (x) all voting, corporate to exercise or other ownership refrain from exercising the voting and other consensual rights pertaining that it would otherwise be entitled to such Pledged Securities at any meeting of shareholders or other equity holders of exercise pursuant to Section 7(a)(i) shall, upon notice to Debtors by the relevant Issuer or Issuers or otherwise Secured Parties, cease and (y) any to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and all such rights of conversionshall thereupon become vested in the Collateral Agent, exchange which shall thereupon have the sole right to exercise or refrain from exercising such voting and subscription other consensual rights and any other rights, privileges or options pertaining to such receive and hold as Pledged Securities as if it were such dividends, interest payments and other distributions. For the absolute owner thereof (including, without limitationavoidance of doubt, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Collateral Agent is hereby granted an irrevocable proxy coupled with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor an interest to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments all voting power with respect to the Pledged Subsidiary Securities directly and/or the Further Securities, effective upon the occurrence of an Event of Default. (ii) All dividends, interest payments and other distributions that are received by the Debtors contrary to the Mortgage Notes Indenture Trusteeprovisions of clause (i) of this Section 7(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of Debtors and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

Pledged Securities. (a) Unless (i) an Event of Default shall have occurred and be continuingcontinuing under the Credit Agreement and (ii) the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends or distributions or other amounts paid in respect of the Pledged Stock Stock, all distributions in respect of the Pledged Partnership Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership and partnership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership partnership right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Credit Document. (b) Subject to applicable provisions of Gaming Laws, if If (i) an Event of Default shall occur and be continuing under the Credit Agreement and (ii) the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i1) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the order set forth in Section 6.6Collateral Agent may determine, and (ii2) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership corporate, partnership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders partners (as the case may be) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other partnership structure (as the case may be) of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default under the Credit Agreement has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends dividends, distributions or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an So long as no Event of Default shall have occurred and be continuing, each Grantor : (i) The Debtors shall be permitted entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Transaction Documents; provided, however, that the Debtors shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Securities or any part thereof; and provided further that the Debtors shall give the Collateral Agent at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (ii) The Debtors shall be entitled to receive and retain any and all cash dividends and interest paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote any and all (A) (I) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, (II) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities or (III), cash dividends resulting from transactions outside the ordinary course of business, shall be cast used to prepay first the November 2004 Notes, then the July 2004 Notes, then the 2003 Notes, then the 2002 Notes (on a pro rata basis based on the Principal Amount (as defined in the November 2004 Notes, July 2004 Notes, 2003 Notes and 2002 Notes, as applicable) outstanding on each such Note), or (B) dividends and interest paid or corporate payable other than in cash in respect of, and instruments and other property received, receivable or other ownership right exercised otherwise distributed in respect of, or other action taken which would impair in exchange for, any Pledged Securities shall be, and shall be forthwith delivered to the Collateral or which would Agent to hold as, Collateral and shall, if received by the Debtors, be inconsistent with or result received in any violation of any provision trust for the benefit of the IndentureSecured Parties, be segregated from the other property or funds of the Debtors and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). The Debtors, promptly upon the request of the Collateral Agent, shall execute such documents and do such acts as may be necessary or desirable in the reasonable judgment of the Collateral Agent to give effect to this Agreement Section 7(a)(ii). (iii) The Debtors shall deliver to the Collateral Agent any distribution consisting of Subsidiary Securities or any Further Securities immediately upon receipt, together with executed stock powers and corporate resolutions authorizing the transfer of title of such shares after an Event of Default pursuant to the terms of this Security Agreement. (iv) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Debtors all such proxies and other Collateral Documentinstruments as Debtors may reasonably request for the purpose of enabling the Debtors to exercise the voting and other rights that it is entitled to exercise pursuant to clause (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to clause (ii) above. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, Default: (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect All rights of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise Debtors (x) all voting, corporate to exercise or other ownership refrain from exercising the voting and other consensual rights pertaining that it would otherwise be entitled to such Pledged Securities at any meeting of shareholders or other equity holders of exercise pursuant to Section 7(a)(i) shall, upon notice to Debtors by the relevant Issuer or Issuers or otherwise Secured Parties, cease and (y) any to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and all such rights of conversionshall thereupon become vested in the Collateral Agent, exchange which shall thereupon have the sole right to exercise or refrain from exercising such voting and subscription other consensual rights and any other rights, privileges or options pertaining to such receive and hold as Pledged Securities as if it were such dividends, interest payments and other distributions. For the absolute owner thereof (including, without limitationavoidance of doubt, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Collateral Agent is hereby granted an irrevocable proxy coupled with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor an interest to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments all voting power with respect to the Pledged Subsidiary Securities directly and/or the Further Securities, effective upon the occurrence of an Event of Default. (ii) All dividends, interest payments and other distributions that are received by the Debtors contrary to the Mortgage Notes Indenture Trusteeprovisions of clause (i) of this Section 7(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of Debtors and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged NotesDebt Securities, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which which, in the Administrative Agent's reasonable judgment would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the order set forth in Section 6.6Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default If such Pledgor shall have occurred and be continuing, each Grantor shall be permitted become entitled to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Guaranteed Creditors, hold the same in trust for the Guaranteed Creditors, segregated from other Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Pledgor will not (3) unless otherwise expressly permitted hereby or under the other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange at its discretion for any and all Equity Interests of any nature of any Issuer, (4) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (5) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any IssuerProceeds thereof, or upon any interest therein, except for the exercise security interests created by this Agreement or (6) enter into any Grantor agreement or undertaking restricting the right or ability of such Pledgor or the Mortgage Notes Indenture Trustee of Administrative Agent to sell, assign or transfer any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingProceeds thereof. (c) Each Grantor hereby authorizes and instructs In the case of each Pledgor that is an Issuer, such Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing agrees that (x7) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with it will be bound by the terms of this AgreementAgreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, without (8) it will notify the Administrative Agent promptly in writing of the occurrence of any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected of the events described in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments 0 with respect to the Pledged Securities directly issued by it and (9) the terms of Sections 0 and 0 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to 0 or 0 with respect to the Mortgage Notes Indenture TrusteePledged Securities issued by it. (d) In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited Houston 3945380v.4 partner, as the case may be. In the case of each Pledgor member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question. (e) Such Pledgor shall not agree to any amendment of a Partnership Agreement or LLC Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8-103 of the UCC without the prior written consent of the Administrative Agent. (f) Each Pledgor shall furnish to the Administrative Agent such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (g) The Pledged Securities will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Securities to issue any new shares of any class of Equity Interests of such Issuer without the prior written consent of the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, continuing: (i) all rights of each Grantor to exercise or refrain from exercising the Mortgage Notes Indenture Trustee voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the right sole right, but shall be under no obligation, to receive any exercise or refrain from exercising such voting and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6, consensual rights and (ii) the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or all any portion of the Pledged Securities shall be registered in Investment Property to its name or the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter or agent. In addition, the Collateral Agent shall have the right, at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. If an Event of Default has occurred and is continuing, in order to permit the Collateral Agent to exercise (x) all voting, corporate or other ownership the voting and other consensual rights pertaining which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall execute and deliver (or cause to be executed and delivered) as promptly as reasonably practicable to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth herein; provided that, immediately upon waiver or cure of such Event of Default, all such rights shall, automatically and without further action by any party hereto, revert to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingGrantor. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, Grantor and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyupon any such instruction following the occurrence and during the continuance of an Event of Default, to pay any dividends or other payments with respect to the Investment Property, including Pledged Securities Securities, directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event of Default shall ------------------ have occurred and be continuingcontinuing and except as provided in Section 4.4(a) of this Agreement, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made distributions in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerPartnership Interests and Pledged LLC In terests, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership -------- ------- right exercised or other action taken which which, in the Trustee's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, Indenture or this Agreement or any other Collateral DocumentAgreement. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantorscontinuing, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as the order set forth in Section 6.6Trustee may determine, and (ii) any or all of the Pledged Securities shall may be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agentTrustee, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it, it and except to the extent resulting from the gross negligence or willful misconduct of the Trustee but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given prior notice to the Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement), each the Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Stock and all payments or made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by the Grantor shall be held for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent in the Indenturesame form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Indenture, other Secured Parties under this Agreement or any other Collateral US-DOCS\148919012.9 Loan Document or the ability of the Secured Parties to exercise the same or which would violate any provision of this Agreement or any other Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give have given prior notice to the Grantor of its the Collateral Agent’s intent to exercise such execute its rights pursuant to this Section 6.2(b) (which notice shall be deemed to have been given immediately upon the relevant Grantor or Grantors, occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement): (i) all rights of the Mortgage Notes Indenture Trustee Grantor to receive and retain all dividends, interest, principal or other payments paid or made in respect of the Pledged Securities shall cease and shall thereupon become vested in the Collateral Agent, who shall have the sole right to receive any and all cash dividends, interest, principal or other payments or other Proceeds distributions paid in respect of to the Pledged Securities included in the Collateral and make application thereof to the Obligations in the order set forth in accordance with Section 6.66.4, and (ii) any or all rights of the Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Collateral Agent shall have the right, without notice to the Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Agent, and the Grantor will, upon request, promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities shall be included in the Collateral registered in the name of the Mortgage Notes Indenture Trustee Grantor. In addition, if an Event of Default has occurred and is continuing, the Collateral Agent shall have the right at any time, without notice to the Grantor, to exchange any certificates or its nomineeinstruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request, and the Mortgage Notes Indenture Trustee or its nominee Grantor acknowledges that the Collateral Agent may thereafter exercise (x) all votingutilize the power of attorney set forth herein. All dividends, corporate interest, principal or other ownership and other rights pertaining payments or distributions received by the Grantor contrary to such Pledged Securities at any meeting the provisions of shareholders or other equity holders this Section 6.2(b) shall be held for the benefit of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversionCollateral Agent, exchange and subscription and any other rights, privileges or options pertaining shall be promptly delivered to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change Collateral Agent promptly following demand in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities same form as so received (with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as necessary endorsement reasonably requested by the Mortgage Notes Indenture Trustee may determineCollateral Agent), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Any notice given by the Collateral Agent to the Grantor under this Section 6.2 (i) shall be given in writing (which, for the avoidance of doubt, includes Electronically) and (ii) may suspend the rights of the Grantor under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such the Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementcontinuing, without any other or further instructions from such the Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the U.S. Borrower of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 9(b), each Grantor the U.S. Borrower shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities whether or not paid in the normal course of business of the relevant IssuerIssuer and whether or not consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsU.S. Borrower, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth as provided in Section 6.612 hereof, and (ii) subject to obtaining requisite consents which shall promptly be obtained by the U.S. Borrower, any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the U.S. Borrower or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor the U.S. Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of a Priority Lien Debt Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b), each the Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerSecurities, to the extent permitted in the IndenturePriority Lien Documents, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of If a Priority Lien Debt Default shall occur and be continuing continuing, then at any time in the Collateral Agent’s discretion without notice, and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights subject to the relevant Grantor or Grantorsterms and conditions in the Collateral Agency Agreement, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 3.4 of the order set forth in Section 6.6Collateral Agency Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any the Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such the Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of a Priority Lien Debt Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent. (d) After the occurrence and during the continuation of a Priority Lien Debt Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which the Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 7.01(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 11.01(f) or (g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Stock Securities and (ii) all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, corporate and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Collateral Agent’s judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentSecured Agreement. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such written notice in connection with an Event of Default under Section 11.01(f) or (g) of the Credit Agreement or if the delivery of such written notice is otherwise prohibited by applicable law), (i) all rights of any Grantor to receive dividends, interest and principal which such Grantor is authorized to receive pursuant to Section 7.01(a) shall cease, and all such rights shall thereupon become vested in the Mortgage Notes Indenture Trustee Collateral Agent, and the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in such order as the order set forth Collateral Agent may determine (and all dividends, payments or other Proceeds which are received by any Grantor contrary to the provisions of this Section 7.01(b) shall be held in Section 6.6trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be immediately delivered to the Collateral Agent in the same form as so received (with any necessary endorsement)), and (ii) the Collateral Agent or its nominee may exercise (whether or not the Collateral or any or all of the Pledged Securities shall be registered in Investment Property has been transferred into the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise ) (xA) all voting, corporate or other ownership corporate, consenting and other organizational rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or in the absence of any such meeting or otherwise (and each Grantor hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest and hereby constitutes and appoints the Collateral Agent as such Grantor’s proxy with full power, in the same manner, to the same extent and with the same effect as if such Grantor were to do the same, to exercise such rights) and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. As further assurance of the proxy granted hereby, each Grantor shall from time to time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments as the Collateral Agent shall reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise hereunder. Each Grantor hereby revokes any proxy or proxies heretofore given by such Grantor to any person or persons whatsoever and agrees not to give any other proxies in derogation hereof until this Agreement is no longer in full force and effect as hereinafter provided. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further action or instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted herebyat any time that an Event of Default exists, comply with any instruction received by it from the Collateral Agent in writing to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeCollateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right (in its sole and absolute discretion) to register the Pledged Securities in its own name as pledgee, or the name of its nominee (as pledgee) or the name of the applicable Grantor or Issuer, endorsed or assigned in blank or in favor of the Collateral Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing. (e) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to verify, by itself or by a third party designated by it, under reasonable

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.04(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, consent and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Grantor that would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentLoan Document or, without the prior consent of the Administrative Agent, enable or permit any Issuer of Pledged Securities to issue any capital stock or to issue any other securities convertible into or granting the right to purchase or exchange for any capital stock of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and Default, upon notice by the Mortgage Notes Indenture Trustee shall give notice Administrative Agent of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Borrower Obligations under the Credit Agreement. (d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair which, in the Joint Collateral or which Agent's reasonable judgment, would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Indenture Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and upon the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect written request of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6Joint Collateral Agent, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Joint Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Joint Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders members of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any the applicable Grantor or the Mortgage Notes Indenture Trustee Joint Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Joint Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Joint Collateral Agent and the other Secured Parties shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it such Issuer from the Mortgage Notes Indenture Trustee Joint Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementwriting, without any other or further instructions from such Grantor, and each such Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Joint Collateral Agent. (d) The Joint Collateral Agent agrees that it shall not give any instruction described in Section 5.1(c) unless (1) an Event of Default under and as defined in the Indenture Trusteehas occurred and is continuing and (2) such instructions are otherwise in accordance with the terms of the Indenture and Security Agreement.

Pledged Securities. (a) Unless an Event of Default shall have occurred Each Grantor is the legal and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect beneficial owner of the Pledged Stock Securities as set forth on Schedule V. The Pledged Securities have been duly authorized, validly issued and all payments made in respect are fully paid and non-assessable and are not subject to any limitations to purchase similar rights by any person, and none of the Pledged NotesSecurities constitutes Margin Stock. Except as set forth on Schedule V, in each case paid in the normal course of business Pledged Securities constitute all of the relevant Issuer, to the extent permitted in the Indenture, issued and to exercise all voting and corporate outstanding shares of stock or other ownership rights with respect Equity Interests of each of the respective issuers thereof and no such issuer has any obligation to the Pledged Securities; provided, however, that no vote shall be cast or corporate issue any additional shares of stock or other ownership right exercised Equity Interests or other action taken which would impair the Collateral rights or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Documentoptions thereto. (b) Subject to applicable provisions Except for consents, authorizations, approvals, notices and filings obtained, made or waived, or as may be required in connection with any disposition of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect portion of the Pledged Securities by laws affecting the offering and make application thereof to the Obligations in the order set forth in Section 6.6sale of securities generally, and (ii) no consent of any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof person (including, without limitation, the right to exchange at its discretion any and all partners, shareholders or creditors of the Pledged Securities upon Grantors or of any subsidiary of the mergerGrantors) and no license, consolidationpermit, reorganizationapproval or authorization of, recapitalization exemption by, notice or report to, or registration, filing or declaration with, any governmental instrumentality is required in connection with (i) the execution, delivery, performance, validity or enforceability of this Security Agreement, (ii) the perfection or maintenance of the Security Interest created hereby (including the first priority nature of such Security Interest), or (iii) other fundamental change than approval or authorization of, notice or report to, or registration, filing or declaration with, as applicable, the Federal Energy Regulatory Committee or applicable state authorities in connection with any foreclosure on the power generation facilities subject to the Mortgages or the Equity Interests in the corporate or other structure of any IssuerGrantors that own such facilities, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all Collateral Agent of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee may determine), all without liability except to account rights provided for property actually received by it, but the Mortgage Notes Indenture Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingthis Security Agreement. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 8.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions Article XI of Gaming Lawsthe Credit Agreement, if an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 10.02 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any written instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the CDN Administrative Agent shall have given notice to the relevant Grantor of the CDN Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Notes to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee CDN Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) unless otherwise provided in the Mortgage Notes Indenture Trustee Credit Agreement, the CDN Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.66.5, and (ii) any or all of the Pledged Securities shall shall, at the sole discretion of the CDN Administrative Agent, be registered in the name of the Mortgage Notes Indenture Trustee CDN Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee CDN Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee CDN Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee CDN Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee CDN Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the CDN Administrative Agent has given notice of its intent to exercise as set forth above. For greater certainty, nothing in this Agreement shall be construed to subject the CDN Administrative Agent, the Administrative Agent or any CDN Lender to liability as a member or owner of any Issuer nor shall the CDN Administrative Agent, the Administrative Agent or any CDN Lender be deemed to have assumed any obligations under any operating agreement, subscription agreement, keep-well agreement, shareholder agreement, partnership or similar agreement relating to the Pledged Stock or otherwise. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee CDN Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing continuing, and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted not prohibited in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (ixxx) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as required pursuant to Section 10.02(c) of the order set forth in Section 6.6, Credit Agreement and (iixxxi) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (xa) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (yb) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder (ito xxxii) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (xa) states that an Event of Default has occurred and is continuing and (yb) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (iixxxiii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion, without notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 8.2 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at a t any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative A gent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall no t be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, Notes and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, provided however that no vote shall be cast or corporate or other ownership right exercised or other action taken which would could reasonably be expected to impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.66.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent, to the extent such dividend or payment to the relevant Grantor is prohibited under this Agreement or the Credit Agreement.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent, each at the direction of the Required Lenders, shall have given notice to the Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), the Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, Securities to the extent permitted in the IndentureCredit Agreement, and (ii) to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which would impair reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Indenture, other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral DocumentAgent shall execute and deliver to the Grantor, or cause to be executed and delivered to the Grantor, all such proxies, powers of attorney and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Credit Agreement and the other Loan Documents. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent, at the direction of the Required Lenders, shall give notice of its intent to exercise such rights to the relevant Grantor (which notice shall not be required if an Event of Default under clause (i) or Grantors(ii) of Section 8.1(f) of the Credit Agreement shall have occurred and be continuing) and subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the ABL Facility Loan Documents and the ABL Intercreditor Agreement, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay the Grantor (without interest) all dividends, interest, principal or other distributions that the Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities shall to be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers Borrower or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion at the direction of the Required Lenders any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuerthe Borrower, or upon the exercise by any the Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this paragraph shall cease, and the Grantor shall have the voting and corporate or other organizational rights they would otherwise be entitled to exercise pursuant to the terms of sub-clause (ii) of Section 6.3(a) above and the obligations of the Collateral Agent under the second proviso in Section 6.3(a) shall be in effect. (c) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder the Borrower to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Collateral Agent (or the ABL Collateral Agent, as the case may be) in writing without the consent of the Grantor or any other Person that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer the Borrower shall be fully protected in so complying, and (ii) after an Event of Default has occurred and is continuing, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the ABL Facility Loan Documents and the ABL Intercreditor Agreement.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that subject to the terms of the Intercreditor Agreement, no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair which, in the Collateral or which Agent’s reasonable judgment, would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Indenture Document. (b) Subject to applicable provisions the terms of Gaming Lawsthe Intercreditor Agreement, if an Event of Default shall occur and be continuing and upon the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect written request of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6Collateral Agent, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders members of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right night to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any the applicable Grantor or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent and the other Secured Parties shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to, subject to the Intercreditor Agreement (i) to comply with any instruction received by it such Issuer from the Mortgage Notes Indenture Trustee Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each such Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeCollateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision . Subject to Article XI of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming LawsCredit Agreement, if an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to Administrative Agent's discretion without notice, the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 10.02 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) . Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (iand each Issuer party hereto hereby agrees) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Neither the Borrower nor any Grantor shall be permitted to receive any cash dividends paid in respect of the Pledged Securities except as may be permitted by the Credit Agreement or any payments made in respect of the Pledged Notes. Unless an Event of Default shall have occurred and be continuingcontinuing and the Secured Party shall have given notice to the Borrower or the relevant Grantor of the Secured Party’s intent to exercise its corresponding rights pursuant to 0, then the Borrower and each Grantor shall be permitted to receive all cash dividends paid in respect of have the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and right to exercise all voting and corporate or other ownership organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership organizational right exercised or other action taken which which, in the Secured Party’s commercially reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Secured Party shall give notice of its intent to exercise such rights to the Borrower or the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Secured Party shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in the order set forth in Section 6.6accordance with 04, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Mortgage Notes Indenture Trustee Secured Party or its nominee, and the Mortgage Notes Indenture Trustee Secured Party or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any the relevant Issuer, or upon the exercise by the Borrower or any Grantor or the Mortgage Notes Indenture Trustee Secured Party of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Secured Party may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Secured Party shall have no duty to the Borrower or any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each The Borrower and each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by the Borrower or such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Secured Party in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Borrower or such Grantor, and the Borrower and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Mortgage Notes Indenture TrusteeSecured Party.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of Default under the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (b) Subject to applicable provisions of Gaming Laws, if . If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give have given notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.66.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) . Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent.

Pledged Securities. (a) Unless After the occurrence of an Event of Default Default, if Lender shall have occurred and be continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent permitted in the Indenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Collateral Document. (b) Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee shall give given notice of its intent to exercise such rights to the relevant Grantor or GrantorsBorrowers, (i) the Mortgage Notes Indenture Trustee Lender shall have the right to receive any and all cash dividends, payments or other Proceeds proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.6herein, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee or its nominee, and the Mortgage Notes Indenture Trustee Lender or its nominee may thereafter exercise (xA) all voting, consensual, corporate or other ownership and other rights pertaining to such the Pledged Securities at any meeting of shareholders shareholders, partners or other equity holders members, as the case may be, of the relevant Issuer or Issuers issuers of Pledged Securities or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such the Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee issuer of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Lender may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee Lender shall have no duty to any Grantor Borrowers to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) Borrowers shall promptly execute and deliver (or cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, Borrowers hereby grants to Lender an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all of the rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Securities or any officer or agent thereof), after the occurrence of an Event of Default and which proxy shall only terminate upon the Full Payment of the Obligations. (c) Each Grantor Borrowers hereby expressly authorizes and instructs each Issuer issuer of any Pledged Securities pledged hereunder by such Grantor hereunder Borrowers to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Lender in writing that (xa) states that an Event of Default has occurred and is continuing and (yb) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorBorrowers, and each Grantor Borrowers agrees that each Issuer such issuer shall be fully protected in so complying, complying and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeLender.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the US Administrative Agent shall have given notice to the relevant Pledgor of the US Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.02, each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting voting, consent and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership right exercised or other action taken which by such Pledgor that would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral DocumentLoan Document or, without the prior consent of the US Administrative Agent, enable or permit any Issuer of Pledged Securities to issue any Capital Stock or to issue any other securities convertible into or granting the right to purchase or exchange for any Capital Stock of any Issuer of Pledged Securities other than as permitted by the Credit Agreement. (b) Subject to applicable provisions Upon the occurrence and during the continuance of Gaming Laws, if an Event of Default shall occur and be continuing and Default, upon notice by the Mortgage Notes Indenture Trustee shall give notice US Administrative Agent of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Mortgage Notes Indenture Trustee US Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee US Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee US Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Mortgage Notes Indenture Trustee US Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee US Administrative Agent may determine), all without liability except to account for property Property actually received by it, but the Mortgage Notes Indenture Trustee US Administrative Agent shall have no duty to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the US Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the US Administrative Agent all such proxies, dividend payment orders and other instruments as the US Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the US Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Obligations under the Credit Agreement. (d) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee US Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeUS Administrative Agent. (e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of each Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the US Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the US Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given prior written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case Securities paid in the normal course of business of the relevant Issuer, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, provided that no vote such rights and powers shall not be cast or corporate or other ownership right exercised or other action taken which would impair the Collateral or which would be inconsistent with or result in any violation manner that could materially and adversely affect the rights inuring to a holder of any provision Pledged Securities or the rights and remedies of any of the IndentureAdministrative Agent or the other Secured Parties under this Agreement, this the Credit Agreement or any other Collateral DocumentLoan Document or the ability of the Secured Parties to exercise the same, unless such exercise of powers is in connection with an action permitted by the Credit Agreement. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and continuing, then at any time in the Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAdministrative Agent’s discretion, on at least three (3) Business Days’ prior written notice, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in accordance with Section 8.2 of the order set forth in Section 6.6Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and (iii) the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equity holders equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and the prior written notice described in Section 7.1(b) hereof and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Mortgage Notes Indenture TrusteeAdministrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given notice to the Pledgor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.l(b), each Grantor the Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged NotesDebt, in each case paid in the normal course of business of the relevant IssuerUS Borrower and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would impair the Pledged Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Collateral Loan Document. (ba) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsPledgor, (i) the Mortgage Notes Indenture Trustee Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in the order set forth in Section 6.65.3, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Administrative Agent or its nominee, and the Mortgage Notes Indenture Trustee Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers US Borrower or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuerthe US Borrower, or upon the exercise by any Grantor the Pledgor or the Mortgage Notes Indenture Trustee Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Administrative Agent shall have no duty to any Grantor the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (cb) Each Grantor The Pledgor hereby authorizes and instructs each Issuer the US Borrower of any Pledged Securities pledged by such Grantor the Pledgor hereunder to (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorthe Pledgor, and each Grantor the Pledgor agrees that each Issuer the US Borrower shall be fully protected in so complying, advisable and (ii) unless otherwise expressly permitted herebyat such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to pay the extent permitted by law, upon any dividends such private sale or other payments sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived and released. The Pledgor further agrees, at the Administrative Agent’s request, to assemble the Pledged Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the Pledgor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.4 with respect to the Pledged Securities directly Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the Mortgage Notes Indenture Trusteecare or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Administrative Agent and the Secured Parties hereunder with respect thereto, including, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order specified in Section 5.3, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant IssuerIssuer and consistent with past practice, to the extent permitted in the IndentureCredit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote . WIL shall be cast or corporate or other ownership right exercised or other action taken which would impair permitted to receive all cash dividends paid in respect of its Pledged Stock only to the Collateral or which would be inconsistent with or result extent permitted in any violation of any provision of the Indenture, this Agreement or any other Collateral DocumentCredit Agreement. (b) Subject to applicable provisions of Gaming Laws, if If an Event of Default shall occur and be continuing and the Mortgage Notes Indenture Trustee Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors or WIL, as applicable, (i) the Mortgage Notes Indenture Trustee Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the order set forth Collateral Agent may determine in Section 6.6accordance with the Loan Documents, and (ii) any or all of the Pledged Securities shall be registered in the name of the Mortgage Notes Indenture Trustee Collateral Agent or its nominee, and the Mortgage Notes Indenture Trustee Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor Grantor, WIL or the Mortgage Notes Indenture Trustee Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Mortgage Notes Indenture Trustee Collateral Agent may determine), all without liability except to account for property actually received by it, but the Mortgage Notes Indenture Trustee Collateral Agent shall have no duty to any Grantor or WIL to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Each Grantor hereby authorizes . Without limiting the foregoing, with respect to the Danish Demand Note the Collateral Agent shall have the right to exercise all rights and instructs each Issuer remedies of any Pledged Securities pledged by such Grantor hereunder (i) to comply with any instruction received by it from the Mortgage Notes Indenture Trustee in writing that (x) states that DPC Investment thereunder if an Event of Default has occurred shall occur and is be continuing and (y) is otherwise in accordance with the terms Collateral Agent shall give notice of this Agreement, without any other or further instructions from its intent to exercise such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect rights to the Pledged Securities directly to the Mortgage Notes Indenture Trusteerelevant Grantor or Grantors.